LTDR Service Cost definition
LTDR Service Cost means (i) (x) one minus (y) the Software Gross Margin of the Company and its Subsidiaries times (ii) (x) the long-term deferred revenue of the Company and its Subsidiaries minus (y) the long-term unbilled receivables of the Company and its Subsidiaries. “Material Adverse Effect” means any event, fact, change, condition, circumstance, occurrence or effect that is, or could reasonably be expected to become, individually or in the aggregate, materially adverse to (a) the business, assets, condition (financial or otherwise) or results of operations of the Company and its Subsidiaries, taken as a whole, or (b) the ability of Seller or the Company to consummate the Transactions on a timely basis; provided, however, that, for purposes of clause (a) only, none of the following events, facts, changes, conditions, circumstances, occurrences or effects shall be deemed to constitute, or shall be taken into account in determining whether there has been, a Material Adverse Effect: (i) events, circumstances, changes, effects or occurrences affecting the financial, credit, or securities markets in the United States or in any other country or region in the world, including changes in interest rates or foreign exchange rates in the United States as a whole or the capital markets of the United States in general; (ii) national or international political, social, and economic conditions (or changes therein), including an engagement in hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack, or upon any military installation, equipment or personnel of the United States or any other country or group; (iii) events, circumstances, changes, occurrences or effects that generally affect the industries or segments thereof in which the Company and its Subsidiaries operate (including legal and regulatory changes); (iv) changes or modifications in GAAP or applicable Law or the interpretation or enforcement thereof; (v) any “act of God,” including, but not limited to, weather, natural disasters, earthquakes, hurricanes, tsunamis, tornadoes, floods, mudslides or other natural disasters, weather conditions, explosions or fires or other force majeure events, or any pandemic, epidemic, or disease outbreak (including the novel coronavirus (COVID-19)), or any Law, directive, pronouncement, or guideline issued by a Governmental Authority providing for business closures, “sheltering-in-place”, curfews or other r...